0001193125-24-032207.txt : 20240212 0001193125-24-032207.hdr.sgml : 20240212 20240212164726 ACCESSION NUMBER: 0001193125-24-032207 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20240212 DATE AS OF CHANGE: 20240212 GROUP MEMBERS: PDL FL US HOLDINGS LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Barings Capital Investment Corp CENTRAL INDEX KEY: 0001811972 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-92022 FILM NUMBER: 24620779 BUSINESS ADDRESS: STREET 1: 300 SOUTH TRYON STREET STREET 2: SUITE 2500 CITY: CHARLOTTE STATE: NC ZIP: 28202 BUSINESS PHONE: (704) 805-7200 MAIL ADDRESS: STREET 1: 300 SOUTH TRYON STREET STREET 2: SUITE 2500 CITY: CHARLOTTE STATE: NC ZIP: 28202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Alberta Investment Management Corp CENTRAL INDEX KEY: 0001463559 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: A0 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1600-10250 101 STREET NW CITY: EDMONTON STATE: A0 ZIP: T5J 3P4 BUSINESS PHONE: 780-392-3955 MAIL ADDRESS: STREET 1: 1600-10250 101 STREET NW CITY: EDMONTON STATE: A0 ZIP: T5J 3P4 FORMER COMPANY: FORMER CONFORMED NAME: Her Majesty the Queen in Right of the Province of Alberta as represented by Alberta Investment Management Corp DATE OF NAME CHANGE: 20090506 SC 13G/A 1 d766455dsc13ga.htm SC 13G/A SC 13G/A

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 3)

 

 

BARINGS CAPITAL INVESTMENT CORPORATION

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

06762A102

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

*

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP NO. 06762A102

 

 1   

 NAMES OF REPORTING PERSONS

 

 Alberta Investment Management Corporation

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) ☐  (b) ☒

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Alberta, Canada

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 -0-

   6  

 SHARED VOTING POWER

 

 6,004,846

   7  

 SOLE DISPOSITIVE POWER

 

 -0-

   8  

 SHARED DISPOSITIVE POWER

 

 6,004,846

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 6,004,846

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 20.5%

12  

 TYPE OF REPORTING PERSON*

 

 FI

 

2 of 8

CUSIP NO. 06762A102

 

 1   

 NAMES OF REPORTING PERSONS

 

 PDL FL US Holdings LP

 2  

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 (a) ☐  (b) ☒

 

 3  

 SEC USE ONLY

 

 4  

 CITIZENSHIP OR PLACE OF ORGANIZATION

 

 Alberta, Canada

NUMBER OF

SHARES

BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

    5   

 SOLE VOTING POWER

 

 -0-

   6  

 SHARED VOTING POWER

 

 6,004,846

   7  

 SOLE DISPOSITIVE POWER

 

 -0-

   8  

 SHARED DISPOSITIVE POWER

 

 6,004,846

 9   

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

 6,004,846

10  

 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

 ☐

11  

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

 20.5%

12  

 TYPE OF REPORTING PERSON*

 

 FI

 

3 of 8

Item 1 (a)

Name of Issuer:

Barings Capital Investment Corporation (the “Issuer”)

 

Item 1 (b)

Address of Issuer’s Principal Executive Offices:

300 South Tryon Street, Suite 2500, Charlotte, North Carolina 28202

 

Item 2 (a)

Name of Person Filing:

This Amendment No. 3 to Schedule 13G is being jointly filed by and on behalf of each of Alberta Investment Management Corporation (“AIMCo”) and PDL FL US Holdings LP (“PDL Holdings”), who are collectively referred to herein as the “Reporting Persons.” PDL Holdings is the direct owner of the securities covered by this statement.

PDL FL US GP Ltd. (“PDL GP”) is the general partner of, and may be deemed to beneficially own securities beneficially owned by, PDL Holdings. All of the interests in PDL Holdings and PDL GP are held by AIMCo as bare trustee on behalf of its clients, and therefore AIMCo may be deemed to beneficially own the securities beneficially owned by PDL Holdings and PDL GP.

The Reporting Persons have entered into a Joint Filing Agreement, dated February 12, 2024, a copy of which is filed with this Amendment No. 3 to Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.

 

Item 2 (b)

Address of Principal Business Office or, if none, Residence:

The business address for each Reporting Person is 1600 - 10250 101 Street NW, Edmonton, Alberta T5J 3P4, Canada.

 

Item 2 (c)

Citizenship:

Each of the Reporting Persons is organized under the laws of Alberta, Canada.

 

Item 2 (d)

Title of Class of Securities:

Common Stock, par value $0.001 per share (the “Common Stock”).

 

Item 2 (e)

CUSIP No.:

06762A102

 

Item 3

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:

Not Applicable

 

4 of 8

Item 4

Ownership

 

Item 4 (a)

Amount Beneficially Owned: 6,004,846 shares of Common Stock for each Reporting Person

 

Item 4 (b)

Percent of class: 20.5% for each Reporting Person

 

Item 4 (c)

Number of Shares as to which the person has:

(i) Sole power to vote or to direct the vote: 0 for each Reporting Person

(ii) Shared power to vote or to direct the vote: 6,004,846 for each Reporting Person

(iii) Sole power to dispose or to direct the disposition of: 0 for each Reporting Person

(iv) Shared power to dispose or to direct the disposition of: 6,004,846 for each Reporting Person

 

Item 5

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof each of the Reporting Persons has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

 

Item 6

Ownership of More Than Five Percent on Behalf of Another Person:

Pursuant to the Alberta Investment Management Corporation Act, SA 2007 c A-26.5, the Reporting Person provides investment management services for a diverse group of Alberta public sector clients, including Alberta public sector pension plans and provincial endowment funds.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:

Not applicable.

 

Item 8

Identification and Classification of Members of the Group:

Not applicable.

 

Item 9

Notice of Dissolution of Group:

Not applicable.

 

Item 10

Certification:

Not applicable.

 

5 of 8

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: February 12, 2024

 

ALBERTA INVESTMENT MANAGEMENT CORPORATION
By:   /s/ Kahlan Mills
Name:   Kahlan Mills
Title:   Associate General Counsel
PDL FL US HOLDINGS LP
By:   /s/ Ying Deng
Name:   Ying Deng
Title:   Director

 

6 of 8

EXHIBIT INDEX

 

Exhibit   

Description of Exhibit

99.1    Joint Filing Agreement dated February 12, 2024
 EX-99.1 2 d766455dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G

The undersigned hereby agree to the joint filing on behalf of each of them of Amendment No. 3 to the Schedule 13G (including any and all further amendments thereto) with respect to the common stock of Barings Capital Investment Corporation and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

The undersigned further agree as follows:

(i) Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed on behalf of each of them; and

(ii) Each of them is responsible for the timely filing of such Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Date: February 12, 2024

 

ALBERTA INVESTMENT MANAGEMENT CORPORATION
By:   /s/ Kahlan Mills
Name:   Kahlan Mills
Title:   Associate General Counsel
PDL FL US HOLDINGS LP
By:   /s/ Ying Deng
Name:   Ying Deng
Title:   Director